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Teslas Amended Ten K Lands Five Hundred Seventy Three Million With xAI Converted Into SpaceX Class A

Tesla's amended Form 10-K, filed April 30, books $573.4 million of revenue from companies controlled by chief executive Elon Musk during calendar 2025 — $430.1 million from xAI in Megapack lithium-ion battery sales and $143.3 million from SpaceX in vehicle sales. [1] The amendment also lists $11.4 million paid by Tesla to SpaceX, $4 million to xAI, $3.3 million to X, $0.9 million to The Boring Company and $4.8 million to Musk's personal-security firm. The paper's Monday brief reported the headline number. The new disclosure that did not run Monday is the xAI-to-SpaceX conversion sequence buried in the footnote.

The sequence is structural. Tesla committed $2 billion to xAI's Series E preferred-stock financing on January 16, 2026. SpaceX subsequently acquired xAI Holdings in an all-stock transaction, and Tesla's preferred-stock commitment converted, on closing March 12, into SpaceX Class A common stock. [1] The 10-K/A characterizes the conversion as the standard mechanic of an acquisition by a parent company; the practical result is that Tesla's largest non-operating capital allocation of the quarter now sits as equity in SpaceX, not in xAI.

The disclosure lands inside two parallel proceedings already on the calendar. The Musk versus Altman trial in Oakland federal court entered its second week Monday with Greg Brockman taking the stand; testimony is centered on the OpenAI nonprofit-mission debate that runs back to the period of the Tesla-xAI Series E. [2] The SpaceX public S-1 window opens between May 15 and May 22, with Polymarket pricing roughly 62.5 percent implied probability that the IPO valuation lands in the $1.75 to $2 trillion range. [3] The Tesla 10-K/A's related-party section is now part of both files.

The Bloomberg framing of the disclosure leads on the $573.4 million revenue number. [4] The Electrek framing — read more closely on tech-Twitter — emphasizes the conversion sequence and the audit-committee language: the 10-K/A states that all transactions were "conducted at rates generally available to unaffiliated third parties under the same or similar circumstances" and were reviewed by Tesla's Audit Committee. [5] The two registers diverge on what the disclosure means. Bloomberg treats it as accounting. Electrek treats it as governance.

SpaceX bought 1,279 Cybertrucks in one quarter, per the Tesla 10-K/A's volume tables. [1] The unit math implies an average sale price near $112,000 — higher than the public Cybertruck pricing tier as listed on Tesla's website. The 10-K/A footnote characterizes the differential as customization for SpaceX-specific use cases. The audit-committee language asserts arms-length pricing. The Securities and Exchange Commission has not commented on the 10-K/A.

The xAI side of the disclosure is the larger number. Megapack revenue from xAI of $430.1 million reflects the data-center buildout xAI conducted across 2025, principally at the Memphis Colossus campus. The Megapack volumes are consistent with Tesla's published deployment data. The pricing — disclosed only as a revenue total — is what the audit-committee language covers. [6]

The structural read is what the SpaceX S-1 will say about the xAI absorption. The conversion of Tesla's preferred-stock holding into SpaceX Class A common is itself a related-party transaction the SpaceX prospectus will have to address. The acquired xAI revenue base — including the $430.1 million in Megapack purchases from Tesla in 2025 — becomes part of SpaceX's pro-forma statements. The S-1's related-party section is the document where the three Musk vehicles in motion converge: Tesla as supplier, SpaceX as acquirer, xAI as acquired.

The deeper governance question is whether Tesla's audit committee priced the customizations honestly. The 10-K/A asserts arms-length terms. The Oakland trial is establishing the documentary record on the OpenAI side of the Musk vehicle map. The SEC's response, if any, is the read tomorrow has not yet produced.

-- THEO KAPLAN, San Francisco

Sources & X Posts

News Sources
[1] https://electrek.co/2026/05/01/tesla-tsla-web-transactions-musk-companies-spacex-xai-10ka-2025/
[2] https://www.cnbc.com/2026/05/04/musk-altman-open-ai-settlement-trial-brockman.html
[3] https://polymarket.com/event/what-will-spacexs-ipo-valuation-be
[4] https://www.bloomberg.com/news/articles/2026-04-30/tesla-raked-573-million-in-sales-from-spacex-and-xai-last-year
[5] https://cleantechnica.com/2026/05/01/tesla-got-573-million-from-spacex-and-xai-in-2025/
[6] https://finance.yahoo.com/markets/stocks/articles/tesla-xai-spacex-deals-reshape-100906354.html
X Posts
[7] Microsoft will no longer pay revenue to OpenAI and said its partnership with the firm will not be exclusive going forward. https://x.com/SawyerMerritt/status/2048755924580413493

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